The Plan

Genesis Grain & Fertilizer’s (“Genesis”) plans to build a fertilizer sales and distribution business with the potential for grain handling facilities, in Western Canada.

Phase One is the construction of seven fertilizer distribution SuperCenters in western Canada. Phase Two involves building high-volume grain handling facilities adjacent to the fertilizer SuperCenters.

Phase 1 – Supercenters

Genesis plans to construct fertilizer distribution “SuperCenters” located strategically across Western Canada along major highway routes with access to rail service and with enough space to build an appropriate rail siding. Each SuperCenter may contain a large flat storage shed with blending towers; liquid tanks with blending pumps; a rail ladder or loop track to provide for a grain terminal consisting of a concrete “house” with steel annex.

Genesis is proposing seven SuperCenter locations in Western Canada: three in Alberta (including the Peace River region); three in Saskatchewan (including the Belle Plaine Supercenter, the proposed location of the ProjectN nitrogen fertilizer plant); and one in Manitoba.

The primary focus of this Offering is to finance the Fertilizer SuperCenters. Genesis plans to conduct subsequent capital raises to finance the building of grain handling and marketing facilities.

Phase 2 – Grain Handling

Phase Two is the integration of high volume grain handling facilities at the fertilizer SuperCenter sites in order to capitalize on potentially significant synergies.

It is expected to commence approximately two years following the Closing Date of this Offering unless opportunities arise in the interim.

In parallel with completion of Phase One, and in anticipation of Phase Two, Genesis Grain & Fertilizer will seek out various opportunities including access to west coast port facilities, partnerships with established independent grain handling entities and strategic alliances with other businesses such as producer car loaders, short line railways, in-land grain terminal operators, container shippers, and port terminal operators.

The Opportunity

Genesis Grain & Fertilizer Limited Partnership is offering units at a price of $1,000 per unit, with a minimum subscription of ten units per investor.

Farmer Restriction

The Limited Partnership Agreement provides that Units must be owned by “Farmers”. A “Farmer” is an individual or a corporation controlled by one or more individuals who has ever filed an income tax return reflecting farm income.

FNA Member Restriction

The Limited Partnership Agreement provides that Units must be owned by FNA Members. If a proposed farmer investor is not already an FNA Member, he or she can learn more by visiting FNA’s website at www.fna.ca/membership.

Accredited Investor Restriction

The Limited Partnership Agreement provides that Units must be owned by accredited investors as defined in applicable securities laws.

The Benefits

Benefits to investors include priority access to fertilizer, product discounts, and the potential to earn margins from the value chain.

Fertilizer Value Chain

It is expected that an investor will benefit through allocation of the incremental margins realized by the retailer, distribution, and the merchandising links in the value chain (noted in green).

AgraCity will provide sourcing, in-bound logistics, and selling services to Genesis, with a benefit to FNA Members who invest in Genesis Grain & Fertilizer via MPower Cash Rewards, off invoice discounts, and profit distribution by Genesis.

What Genesis Means to you:

Priority access for your fertilizer needs

Earn money from the distribution and retail markets

De-risk your fertilizer by participating with hundreds of other farmers

Be an owner in a world class fertilizer blending and distribution company

Utilize a world class fertilizer team

Create an opportunity for the advancement of ProjectN

The Team

Farmers of North America

Farmers of North America is a farm business alliance that is placing more market power in the hands of producers. FNA Members maximize their profitability through participation in FNA-negotiated programs and services and through discounts from a network of preferred suppliers. FNA is headquartered in Saskatoon, Saskatchewan, Canada, and has a network of staff across Canada and the U.S. serving over 10,000 farmers from coast to coast.

AgraCity

AgraCity’s core business is the procurement, production, packaging, sale and distribution of crop inputs and other ag-related products to stakeholders. AgraCity is focused on direct to farm input supply, sourced globally and delivered directly to FNA Members. With professional agronomic service specialists located across Canada and the U.S., AgraCity Business Representatives (ABRs) provide on-farm service to FNA Members.